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Which Beyonce souvenir am I most grateful for?

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a whole lotta woman.

Its when Beyonce Knowles became simply Beyonce,even if it feels nothing like the Beyonce we know today.

At the time, Beyonce was anxious to prove herself as an actress.

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(Crossover fame remained very important in the early 2000s.Just ask Mariah Carey.)

Her only credit wasCarmen: A Hip Hopera, MTVs contemporary spin on the classic French opera.

As Beyonce recounted in 2002, she auditioned twice.

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I read with Mike and just tried to be the straight guy.

When I left, I was convinced I wasnt going to get it,she toldNewsweek.

Her fate was sealed.

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Upon release, critics wereundoubtedlydrawnto Beyonces supporting character but remained mixed on the films treatment of her.

One new character I did like was Foxxy Cleopatra,Roger Ebert wrote.

John Lyons, producer:We knew that we were searching for a young Black actress.

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This movie was really hard to put together.

Much like every casting decision inAustin, it all seemed impossible.

Were going to get Steven Spielberg to pretend like hes directingAustin?

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But both of their schedules were really tight and just didnt mesh, and the meeting didnt happen.

Jeanne really stayed on the case, though we did have to start reading a lot of actors.

Her mom was very much into blaxploitation movies.

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She could tell that was the DNA for Foxxy.

Her mom was so cool and so helpful and instantly had ideas for us.

Beyonce and Mike hit it off like crazy.

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Instantly I could tell there was chemistry with them.

I do remember one other person that we considered for it, but Mike designed the character for Beyonce.

Elizabeth Hurley wore a glossy leather catsuit, and Heather Graham wore bright pinks and a memorable hand-crocheted minidress.

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But for Beyonce, the costume, makeup, and hair department teams found inspiration beyond 007 iconography.

Beyonce (BBC, 2002):My mom loved Pam Grier.

I got a chance to meet her when I was 15 at the Source Awards.

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Before the movie, I watched every one of her films I could find.

At the reading with Mike, I wouldnt talk unless I was talking like her.

She helped me tremendously.

Shes who I based everything on.

Foxxy needed to be this stage presence that launched that world.

I wanted her to be themostgold in the room.

Chain mail just seemed like the best call.

I had it embossed on the side of her platform shoes.

And her belt buckle said Foxxy.

The over-the-knee boots were also a way to give her a fierce quality.

Everything she wore accessories, shoes, clothing, everything was designed, sketched, and built.

Candy Walken, hair department head:I called Erwin and said, Colors really important.

It needs to be kind of a blondish color.

He said, How wonderful.

Im gonna get Swedish hair, and Im going to perm it on toothpicks.

Kupitz:Tomake a wig like Beyonces Afro is very, very tedious.

Everything is custom-made from scratch.

The wig will be made on that block so it fits 100 percent.

I was one of the few wig designers who used this technique.

I have a copy of the original shape of Beyonces head.

Kupitz:She was thrilled.

I need a wig.

Shed tell me what she wants, or her assistants would send me a picture or sketches.

I had an impression that she would want to be very involved.

And much to my surprise, Beyonce came to her first fitting by herself.

Tina was never involved.

In fact, I dont think I ever met her.

Suzanne Todd, producer:I dont remember a level of entourage like Beyonce would have now.

Ive worked with some people that have literally 27 people in their entourage.

She always came alone to her fittings no entourage, no Tina.

Its too big a film.

Id worked so hard to have someone else take credit for my work.

Kim owned a salon.

They bonded, and thats wonderful.

It certainly made Kims career.

Biscoe:I remember her and Kim teaching me the original Harlem Shake.

Baker:No matter what, she was always the first one to say hello in the makeup trailer.

The art department always made sure,Is she in a place where she wants to talk?

Biscoe:I played herShuggie Otis,who is one of my favorite musicians.

On second listen, she was humming along with these incredible harmonies that were not written into the music.

I was blown away.

She was coming up with this whole other layer to the music and creating these amazing augmented chords.

It was like having a personal concert.

Inher own words, Doing movies are like my college.

I get to learn about myself and get my independence by myself.

I didnt see her that often because we were mainly on second unit.

Jack Gill, stunt coordinator:When she showed up, everybody was in awe.

Everybody was going, Oh my God, this woman is so beautiful.

She was a little nervous with it.

Mike really tried to help her out with that.

He would come in and joke around with her and get her more comfortable.

Beyonce (BBC, 2002):I was very nervous.

I didnt really know what I was doing.

I was just grateful to get the opportunity …

I remember her asking us questions, like How long have you guys been dancers?

and Do you do stuff like this a lot?Britney Spearsfelt more untouchable.

Roach:Her excitement for what she was doing was so contagious.

It really helped Mike to keep going.

Its hard with sequels to verify everything stays fresh.

I think she was really looking to Jay to be directed.

She wanted to be fantastic.

It feels like thats always been her thing.

Her mother and father were there watching.

She was very responsive and very anxious about doing well.

So everybody moves the cameras over and we get ready.

Heres our first take and she friggin nailedit.

It was like,Oh my God, this is her element.This is what she does.

Shes not nervous now.

She knows exactly what shes doing.It was totally different.

Walken:We all just stood there and our mouths dropped open.

She became this incredible light.

She was 19 years old and had such command of that stage when she stepped onto it.

None of us really knew why theyd chosen her for this character, and then we understood.

Particularly someone whos new to that arena, they get fatigued.

After the sixth take, something will go awry.

But it never did.

But you could tell there was a little bit of nervousness there sometimes.

Some actors, it takes a little time to get their rhythm.

Biscoe:She could do any accent.

She could do British, she could do Scottish, she could do New York.

Sasha Fierce, her alter ego who would carry on conversations in a French accent, already existed.

People work with dialect coaches to be able to do what she could just naturally do.

We went to Mikes hilarious brother, Paul Myers, and he wrote the lyrics.

In the recording studio, Beyonce and Solange rolled in together, very low-key but enthusiastic.

As we hoped, Beyonce took control of her vocal tracking.

She was a super-pro and had a great ear for perfecting her lead vocal and the backing tracks.

Solange was up next for backups, and Beyonce guided her to perfection.

We were all laughing our heads off.

Derricks:I put her sister, Solange, in it as Foxxys backup singer.

I remember Beyonce and I giggling because she was young and everything inAustin Powersis so suggestive.

Rolston:Anything you teach Beyonce in terms of movement, within two seconds, she can do it.

She has such control over every inch of her being.

I just put the fight scene together with beats, then its easy for them.

I did the same thing with Michael Jackson inMoonwalker.

All of the stuff that was physical on the sets, that was all her.

Beyonce did every stunt scene but the car sequence where Austin drives his Mini Cooper into the water.

Lyons:She put herself on a really tough physical regimen and diet.

She was pretty quiet.

She would kind of whisper little asides to me, like, Oh my God, Im so hungry.

I just remember she had this big bodyguard who would come in and sneak her donuts on a napkin.

I would see her take a bite behind the napkin and kind of smile at me.

I remember thinking,Oh my God, shes so cute.She just wants a donut!

Its a night shoot, and shes probably working out like crazy.

Biscoe:When we were shooting, someone brought her a poster that would be promoting the movie.

He showed it to her, like, Do you like it?

And she was kind of like, Yeah.

He goes, Whats the matter?

And she says, You made me too skinny.

Then she did this hourglass shape.

And he said, Okay, well fix that.

He was like, Yes.

Its going to cost me thousands of dollars, but I am going to do it.

Casting Beyonce offered an obvious opportunity to replicate that success.

The song never charted on the Billboard Hot 100.

Nevertheless, in retrospect, her former coworkers are nothing but gobsmacked thinking back on her time on set.

Rolston:One ofthe main things I remember about the video shoot is that she was just so tired.

I think she was going on two hours of sleep during rehearsal.

She had to leave to go to a cosmetic dentist to get that fixed.

At that time, MTV and106 & Parkon BET were key to opening your film and album release.

Rolston:I always love to touch the past and have some authenticity.

Ive knownBob Mackiefor years, and I called him up.

He said, Oh, I love Beyonce.

It was a long fringed gold dress.

It was the ultimateGoldmemberdress, and it had the ultimate movement.

We ended up using a dress he made for Ann-Margret around the same time.

Roach:What Beyonce contributed toGoldmemberis so huge.

She was so approachable and normal.

There was nothing pretentious about her.

Now I see why she is successful.

When I met her, she was like, How do you do your hair?Shesaskingme!

Walken:She just lit up the room.

She had her 20th birthday onAustin Powers.

You always do a cake and a celebration at lunch.

And she was dating Jay-Z at the time, and he came to set a couple of times.

I saw them together outside her trailer.

Shes humble, hardworking, no ego trips, such an incredible, eager willingness to exceed and excel.

This is a person of high intelligence, great manners, and huge talent and beauty.

I feel a chill saying that.

Interviews were edited and condensed for clarity.